(b)    with respect to a loss covered by the Policies, to the extent that the amount of such loss exceeds the policy limits required by Article V above;  
(c)    with respect to a loss consisting of expenses incurred in connection with a loss covered in whole or in part by the Policies, to the extent that such expenses are not fully covered by the Policies; or  
(d)    to the extent of the comparative negligence or willful misconduct of the indemnified Party or its officers, directors, managers, partners, employees, shareholders, members and affiliates.  
10.2    Indemnification by Manager. Manager will indemnify Owner for direct physical damage to the Aircraft proven to have been caused by Manager's gross negligence or willful misconduct ("Gross Negligence/Willful Misconduct Aircraft Damage"); provided, however, that Manager will not indemnify Owner for any Gross Negligence/Willful Misconduct Aircraft Damage: (a)    to the extent that coverage for such damage is provided by Manager's Policies required to be maintained by Manager by Article V above; or